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To: Ol Claus who wrote (26629)	9/23/1998 1:53:00 AM
From: wonk	Respond to of 50264

Ol Claus: You wrote: Does anyone know what the sb-10 looks like? Can we get a copy posted on the thread? We have had a huge amount of hot air blowing in the wind without any substance but mass guestwork. I think it would be appropriate at this time to publish this document if someone can, to see what needs to be done. What the SEC process really is. What it asks of a company to fill it out. This would clear up all this mystery and give us shareholders something real, instead of smoke and mirrors. As an aside, when lawyers get into the pants of your business, the pants come down. That has been my observation. Analyst10 wrote: Because in order to get on an exchange a company must be a fully reporting company under the Securities Act. This is known as a 12g company. In order to become a 12g company you must submit a Form 10SB to the SEC who reviews your submission and comments on your disclosure. The whole purpose of the 10SB is to disclose to the public the entire picture. The SEC in protecting the investors reviews the 10 SB for accuracy and disclosure and comments on them to the company. The company may not apply to the exchange until the SEC passes on the Form 10SB. After filing your 10SB the SEC responds within 40 days.... exchange2000.com What is required for the filing to become a 12g company? b. A security may be registered on a national securities exchange by the issuer filing an application with the exchange (and filing with the Commission such duplicate originals thereof as the Commission may require), which application shall contain-- 1.Such information, in such detail, as to the issuer and any person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the issuer, and any guarantor of the security as to principal or interest or both, as the Commission may by rules and regulations require, as necessary or appropriate in the public interest or for the protection of investors, in respect of the following: A.the organization, financial structure and nature of the business; B.the terms, position, rights, and privileges of the different classes of securities outstanding; C.the terms on which their securities are to be, and during the preceding three years have been, offered to the public or otherwise; D.the directors, officers, and underwriters, and each security holder of record holding more than 10 per centum of any class of any equity security of the issuer (other than an exempted security), their remuneration and their interests in the securities of, and their material contracts with, the issuer and any person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the issuer; E.remuneration to others than directors and officers exceeding $20,000 per annum; F.bonus and profit-sharing arrangements; G.management and service contracts; H.options existing or to be created in respect of their securities; I.material contracts, not made in the ordinary course of business, which are to be executed in whole or in part at or after the filing of the application or which were made not more than two years before such filing, and every material patent or contract for a material patent right shall be deemed a material contract; J.balance sheets for not more than the three preceding fiscal years, certified if required by the rules and regulations of the Commission by independent public accountants; K.profit and loss statements for not more than the three preceding fiscal years, certified if required by the rules and regulations of the Commission by independent public accountants; and L.any further financial statements which the Commission may deem necessary or appropriate for the protection of investors. 2.Such copies of articles of incorporation, by-laws, trust indentures, or corresponding documents by whatever name known, underwriting arrangements, and other similar documents of, and voting trust agreements with respect to, the issuer and any person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the issuer as the Commission may require as necessary or appropriate for the proper protection of investors and to insure fair dealing in the security. 3.Such copies of material contracts, referred to in paragraph (1)(I) above, as the Commission may require as necessary or appropriate for the proper protection of investors and to insure fair dealing in the security. law.uc.edu ww